Zai Lab CLO sells ADSs to cover RSU taxes

Zai Lab Ltd Chief Legal Officer Edmondson Frazor Titus III reported an automatic sale of 1,224 American Depositary Shares (ADSs) of Zai Lab Ltd to cover taxes upon vesting of Restricted Share Units.

Rhea-AI Filing Summary

Zai Lab Ltd Chief Legal Officer Edmondson Frazor Titus III reported an automatic sale of 1,224 American Depositary Shares (ADSs) of Zai Lab Ltd to cover taxes upon vesting of Restricted Share Units. The ADSs were sold at an average price of $20.448 per ADS on April 6, 2026.

Each ADS represents ten Ordinary Shares of Zai Lab Ltd. Following this tax-related sale, Edmondson Frazor Titus III directly holds 23,366 ADSs. The transaction reflects a routine disposition tied to equity compensation rather than a discretionary open-market trade.

Insider Trade Summary

Net Seller: 1,224 shares

Net Sell 1 txn

Insider Edmondson Frazor Titus III

Role Chief Legal Officer

Sold 1,224 shs ($25K)

Type	Security	Shares	Price	Value
Sale	American Depositary Shares	1,224	$20.448	$25K

Holdings After Transaction: American Depositary Shares — 23,366 shares (Direct)

Footnotes (2)

1. F1. Each American Depositary Share ("ADS") represents ten Ordinary Shares of the issuer. Our ADSs and Ordinary Shares are fully fungible. For purposes of this Form 4, we are reporting this in terms of ADSs.
2. F2. These ADSs were sold automatically to cover taxes upon vesting of Restricted Share Units.

Key Figures

ADSs sold: 1,224 ADSs Sale price per ADS: $20.448 per ADS Holdings after transaction: 23,366 ADSs +1 more

4 metrics

ADSs sold 1,224 ADSs Automatic sale on April 6, 2026 to cover RSU taxes

Sale price per ADS $20.448 per ADS Average transaction price for the 1,224 ADSs sold

Holdings after transaction 23,366 ADSs Directly owned by the insider following the sale

ADS to Ordinary Share ratio 1 ADS = 10 Ordinary Shares Each American Depositary Share represents ten Ordinary Shares

Key Terms

American Depositary Shares, Restricted Share Units, fully fungible

3 terms

American Depositary Shares financial

"Each American Depositary Share ("ADS") represents ten Ordinary Shares of the issuer."

American depositary shares (ADSs) are a way for investors in the United States to buy shares of foreign companies without dealing with international markets directly. They represent ownership in a foreign company's stock and are traded on U.S. stock exchanges, making it easier for American investors to buy, sell, and own parts of companies from around the world.

Restricted Share Units financial

"These ADSs were sold automatically to cover taxes upon vesting of Restricted Share Units."

Restricted share units (RSUs) are a promise from a company to give an employee or service provider actual shares or cash equal to the shares after certain conditions are met, typically staying with the company for a set time or hitting performance targets. Think of them like a time-locked gift card that becomes usable only after you’ve earned it. For investors, RSUs matter because they align employee incentives with company performance and can increase the number of shares outstanding over time, diluting existing ownership and affecting earnings per share.

fully fungible financial

"Our ADSs and Ordinary Shares are fully fungible."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did ZLAB Chief Legal Officer report on this Form 4?

Zai Lab Ltd’s Chief Legal Officer reported an automatic sale of 1,224 ADSs. The shares were sold on April 6, 2026 at $20.448 per ADS to cover taxes owed when Restricted Share Units vested, indicating a routine compensation-related transaction.

At what price were the ZLAB American Depositary Shares sold in this filing?

The 1,224 American Depositary Shares of Zai Lab Ltd were sold at $20.448 per ADS. This price reflects the average transaction price for the tax-related sale executed on April 6, 2026 in connection with vesting of Restricted Share Units.

How many ZLAB ADSs does the insider hold after this reported transaction?

After the reported sale, the insider directly holds 23,366 American Depositary Shares of Zai Lab Ltd. This post-transaction balance shows the insider retains a substantial position following the relatively small sale made to satisfy tax obligations on vested Restricted Share Units.

Does this ZLAB Form 4 represent a discretionary sale or a tax-related transaction?

The Form 4 describes a tax-related transaction rather than a discretionary sale. Footnotes state the 1,224 ADSs were sold automatically to cover taxes due upon vesting of Restricted Share Units, indicating a routine mechanism tied to compensation rather than an elective portfolio decision.

What does each ZLAB American Depositary Share represent in Ordinary Shares?

Each Zai Lab Ltd American Depositary Share represents ten Ordinary Shares of the issuer. The filing notes that the ADSs and Ordinary Shares are fully fungible, and for reporting purposes the insider’s holdings and transactions on this Form 4 are presented in terms of ADSs.

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Accepted by SEC EDGAR 04/08/2026 - 07:34 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Edmondson Frazor Titus III

(Last) (First) (Middle)

C/O ZAI LAB LIMITED

314 MAIN STREET, 4TH FLOOR, SUITE 100

(Street)

CAMBRIDGE MASSACHUSETTS 02142

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Zai Lab Ltd [ ZLAB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Legal Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/06/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
American Depositary Shares(1)	04/06/2026		S		1,224(2)	D	$20.448	23,366	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Each American Depositary Share ("ADS") represents ten Ordinary Shares of the issuer. Our ADSs and Ordinary Shares are fully fungible. For purposes of this Form 4, we are reporting this in terms of ADSs.

2. These ADSs were sold automatically to cover taxes upon vesting of Restricted Share Units.

	/s/ Bruce Blefeld, Attorney-in-Fact	04/08/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)